RP® FINANCIAL, LC. Financial Services Industry Consultants May 4, 2007 Mr. Robert J. Larison, Jr. President and Chief Executive Officer Atlantic Coast Federal Corporation 505 Haines Avenue Waycross, Georgia 31501 Dear Mr. Larison:Appraisal Services Agreement • June 28th, 2007 • Atlantic Coast Financial CORP
This letter sets forth the agreement between Atlantic Coast Federal Corporation (the “Company”), the majority owned subsidiary of Atlantic Coast Federal MHC, Waycross, Georgia, and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step. Atlantic Coast Bank (the “Bank”) is wholly-owned by the Company. The specific appraisal services to be rendered by RP Financial are described below.
DATA PROCESSING AGENT AGREEMENTData Processing Agent Agreement • June 28th, 2007 • Atlantic Coast Financial CORP • New Jersey
The following will confirm our agreement (“Agreement”), as more fully described below, in which Mellon Investor Services LLC (the “Agent” or “MIS”) has agreed to serve as the exclusive data processing agent in connection with the proposed stock issuance (the “Issuance”) by the to-be stock holding parent company of Atlantic Coast Bank (“Atlantic Coast”). The Issuance will occur pursuant to a Plan of Conversion (“Plan”), which may be amended from time to time, adopted in accordance with applicable regulations (“Statute”). Certain terms whose initial letters are capitalized are defined herein; others are defined as set forth in the Plan. This Agreement shall not constitute a part of the Plan.
SUPPLEMENTAL RETIREMENT AGREEMENT AMENDED AND RESTATED AS OF JANUARY 1, 2005Supplemental Retirement Agreement • June 28th, 2007 • Atlantic Coast Financial CORP • Georgia
THIS SUPPLEMENTAL RETIREMENT AGREEMENT is amended and restated as of January 1, 2005 by and between ATLANTIC COAST FEDERAL (the “Bank”), its successors and assigns and ROBERT J. LARISON, JR. (the “Executive”).
February 8, 2007 Mr. Robert J. Larison, Jr. President and Chief Executive Officer Atlantic Coast Federal Corp P.O. Box 1256 Waycross, GA 31502-1256 Dear Bob:Engagement Agreement • June 28th, 2007 • Atlantic Coast Financial CORP • Georgia
This letter sets forth the agreement between Atlantic Coast Federal Corp (“Atlantic Coast” or the “Company”) and McAuliffe Financial, LLC (“McAuliffe Financial”), whereby Atlantic Coast has engaged McAuliffe Financial to assist in the preparation of business plan for both the Bank and the Holding Company of Atlantic Coast. The focus of the plan will be the preparation of a regulatory business plan designed to address regulatory issues relating to the Company pursuing a second step conversion. We envision our services will provide the following:
